On Thursday, Electronics for Imaging (EFII), a copier company I knew well twenty years ago, issued a press release which it filed as an 8-K with the SEC. The release reads in part:

“Electronics For Imaging, Inc. (Nasdaq:EFII), a world leader in customer-focused digital printing innovation, is postponing the conference call at which it anticipated discussing second quarter 2017 preliminary results in order to enable the Company to complete an assessment of the timing of recognition of revenue. The assessment is related to certain transactions where a customer signed a sales contract for one or more large format printers and was invoiced, and the printer(s) were stored at a third party in-transit warehouse prior to delivery to the end user.

In addition, EFI is in the process of completing an assessment of the effectiveness of EFI’s current and historical disclosure controls and internal control over financial reporting. EFI expects to report a material weakness in internal control over financial reporting related to this matter. EFI also expects to report that EFI’s disclosure controls were not effective in prior periods.

The Company currently expects that the total aggregate revenue for the periods under review will not be materially different from the aggregate revenue that was previously reported for those periods, taking into account any revenue from the prior periods that may be moved into the current or upcoming periods.”

The stock lost 45% of its market value in Friday trading.

What’s this about?

While the situation is still pretty muddy, the basic issue is what counts as a sale–how an order for a company’s products ends up being counted as revenue in the company’s income statement.

In the case of large, expensive precision equipment (think: multi-million dollar semiconductor production machines), an order doesn’t become a sale until the unit is delivered to the plant and is installed and working to the satisfaction of the receiving company’s engineers. This process can take weeks from the time the equipment leaves the factory.

For just about everything else, an item is considered sold the second it leaves the factory–whether in the mail or a UPS van, or in a truck owned by either party to the transaction–and a bill is sent. Initiating delivery allows the sender to book the associated revenue on the income statement. (Returns? Companies typically reduce reported revenue by an estimate–based on their past experience–of likely returns. The estimate is usually not disclosed. Returns only become an issue if they’re much larger than the return provision.)

In the EFII case, in contrast, it sounds like items were shipped, a bill was sent and revenue was recorded on the income statement, even though no one had actually ordered the shipped merchandise. The merchandise was then held in a third-party warehouse until an actual customer order came in–at which point the items were shipped.

Why do this? …to make current earnings look better than they actually were.

What’s still unclear:

–who knew about this

–how long the practice was going on

–how large the phantom sales had grown

–how it was discovered.

The press release, which I’m regarding as having been carefully crafted by EFII’s lawyers, suggests to me that the revenue overstatements:

–have been going on for a long time (“controls were not effective in prior periods”), and

–the amounts involved may be large (“revenue from the prior periods…may be moved into…upcoming periods” (emphasis mine)).

Yes, the warehoused merchandise may eventually be sold (that’s my reading of the third press release paragraph above). The biggest issue for investors is that the company may have been overstating its growth rate for some time through phantom “sales.”

–Buying any stock involves both a qualitative and a quantitative element. That is: What does the company do that makes this a good stock to own? and How do the numbers–the PE ratio, asset value, dividend yield and earnings growth–stack up?

–For value stocks, the numbers are more important; for growth stocks, the story is the key. That’s because the primary element in success for value investors is how carefully they buy (because the ceiling for a given stock is relatively clearly defined). For growth investors, it’s selling before/as the drivers of extra-fast earnings expansion run out of steam.

–Most tech stocks fall in the growth category. My advocacy for Intel a few years ago was one of the rare occasions where a tech story is about under valued assets.

–In most cases, tech companies own key intellectual property–software, patents, industrial knowhow–that is in great demand, and which competitors don’t have and can’t seem to create substitutes for. As long as that remains true, the company’s stock typically does well. As I just mentioned, a crucial element in success with tech (or any other growth sector) is to exit before/as the growth story begins to unwind. One yardstick is that this typically happens five years or so after the super-growth starts. Yes, the best growth companies, like Apple or Microsoft or Amazon, have an ability reinvent themselves and thereby extend their period of strong earnings success. But this isn’t the norm.

–Learning to be a stock investor is sort of like learning to play baseball. There’s no substitute for actually playing the game. The best way I know to learn about a stock is to buy a very small position and see what happens. Don’t just sit idle, though. Read everything on the company website, and the websites of competitors. Read the last annual report and 10k. Listen to (or read the transcripts of) the firm’s earnings conference calls. Find and monitor (at least the headlines) financial newspapers and relevant blogs. Try to form expectations about what future earnings might be and check this against what actually happens. Then figure out where/how you went wrong and adjust. Watch how the market reacts to news. At first you may be terrible. I certainly was. But if you’re honest with yourself in your postmortems, you’ll probably make considerable progress quickly.

–Sooner or later–preferably sooner, learn to interpret a balance sheet and income statement. A local community college course would probably be good, but you can get the basics of financial accounting (definitely don’t worry about double entry bookkeeping) from a book over a weekend. Remember, here too there’s no substitute for the experience of trying to work out from a given company’s actuals what future income statements, balance sheets and flow-of-funds statements will look like.

This post is to lay the groundwork for understanding what Nintendo actually said about Pokemon Go last Friday.

There are three basic ways to account for companies that a firm owns an interest of less than 100% in another firm.

–the cost method. This is used when the firm whose financial reports we’re talking about has neither influence nor control over the operations of the enterprise held. A good rule of thumb is that this means a holding of less than 20% of the outstanding shares.

In this situation, the holding is listed on the balance sheet as a long-term investment at acquisition cost.

Under normal circumstances, the income statement contains noaccounting of the holding’s financial results.

Two exceptions: dividends paid are recorded as income; if the asset is impaired, the loss is shown on the income statement.

On the other hand, if the value of the holding increases, there’s no reflection of this in the owner’s financials. Yes, accounting theory says the holding value should be adjusted periodically for changes in the investment’s fortunes, but as a practical matter this is rarely done.

—equity interests. This is where the holding firm is judged to have influence but not control over the entity held. Typically, this applies to holdings that fall between 20% and 50% ownership of the investment.

If so, the owner records his share of the financial results of the holding on a single line toward the bottom of the income statement. This line is called “Equity Interests” or something like that and is an after-tax aggregate of all such equity interests.

The holder also adjusts the balance sheet value for profits (up), losses (down) and dividends received (down).

—consolidation. This is the case where the holding firm exercises influence and control. The rule of thumb here is that ownership of 50% or higher implies having both.

If the ownership is less than 100%, the consolidating company still reports results–revenues, costs etc.–from operations as if it owned 100%. But it add correcting, after-tax entries, both in the income statement and on the balance sheet, typically labelled “Minority interests” that subtract out the portion of earnings and assets held by others. Again, these are aggregate figures and not broken out holding-by-holding. Minority interests are usually recorded toward the bottom of the income statement, somewhere near the consolidated net income line.

Consider the case of a Japanese company that makes cars in Brazil, which it then sells in the US. Its internal control books will allocate a portion of the revenues and costs of a given car to operations in Japan for use of the brand name and the firm’s intellectual property, another portion to the manufacturing operations in Brazil and a third to the sales operations in the US.

This allocation process is called transfer pricing. This in itself is a benign process. After all, the firm has to understand whether Brazil is a profitable place to make cars and whether the Brazilian output should be allocated to the US or to other, potentially more profitable, markets.

What makes transfer pricing controversial, however, is that the firm also has tax books. And the logic that dictates the management control profit decisions may not be the same as the one that minimizes taxes.

An example:

When I began working as a global portfolio manager in the mid-1980s, Tokyo was a very important stock market. Multinational brokers all had lavish offices in swanky downtown districts and very large staffs–all of which seemed to be growing by the day. Yet, I kept reading, at my then glacial, now non-existent, kanji speed–in the Nihon Keizai Shimbun that these same brokers were losing tens of millions of dollars a year. This state of affairs had been going on for years, with no relief in sight.

I began asking around. What I learned , after a long time of digging, was that all of the Japanese securities trades that customers placed with these brokers were funneled through their Hong Kong offices. In an operational sense, this was crazy. I knew most of the Hong Kong operations of these firms. They knew nothing about Japan, in my opinion. And, of course, this was an extra, possible mistake-inducing, step. Why?

The answer is simple. Japan had, along with the US, the highest corporate tax rates in the world. In Hong Kong, the tax on foreign corporations’ profits was zero. So every foreigner in any line of business established a Hong Kong office and recognized on its tax books as much international profit there as it thought it could get away with.

What’s in this for Hong Kong ? Again, simple. The move created employment, commerce and taxable salary income that the now-SAR would not have had otherwise. The price was only forgoing tax income it would never have had anyway.

The general transfer pricing tax strategy: recognize as much profit as possible in low-tax jurisdictions, the minimum amount in high-tax locations.

turning to the EU today…

Margrethe Vestager, the new EU competition commissioner, is starting a crackdown on what the union considers abusive tax practices. Her first targets are Starbucks and Fiat.

In the Starbucks case, Vestager has two gripes. Both relate to a low-tax corporate subsidiary set up by Starbucks in the Netherlands, using an aggressive tax strategy endorsed as legal by that government thorough an informal tax letter. (The situation is outlined best, I think, in a New York Times article). The subsidiary allegedly:

–bought coffee beans for Starbucks worldwide from Switzerland and marked them up by 20% before selling them to other parts of the company, thus shifting profits away from higher-tax jurisdictions around the globe, and

–levied charges for the use in the EU of the Starbucks name and its secret coffee roasting recipe (which the EU competition commission claims was basically a temperature setting). In the case of the large UK subsidiary of Starbucks these fees for intellectual property apparently amounted to most of its pre-tax income.

Vestager is not saying that Starbucks, Fiat and others did anything wrong. She’s saying the Netherlands, and other countries that offered sweetheart tax deals did. And she wants those countries to collect back taxes.

It will be interesting to see what develops, since presumably every multinational doing business in the EU is employing similar devices.

First there was the Fukushima Dai-ichi nuclear disaster, where nuclear power plants were installed incorrectly and both the utility and government regulators falsified inspection reports to cover this up.

Then there was Olympus Optical, whose tip management lost billions in stock market speculation because it was unwilling to restructure loss-making operations and covered up the fact for over a decade by fabricating its financial statements.

Now there’s Toshiba, which falsified results for years, under pressure from unrealistic profit goals set by a series of CEOs (shades of Jack Welsh at GE).

Not that surprising, in my view, given the Japanese corporate world’s widespread adherence to a samurai-like code of absolute, unquestioning obedience to instructions given by older/more senior managers in one’s company. After all, many of these enterprises have their origin in samurai cast adrift as regional warlords were marginalized during the early shogun days.

This mindset is also a reason why a lot of Japanese business is still stuck in the 1980s–that the world is changing at a fast clip, but you pretty much have to have white hair before anyone will listen to what you have to say. To be clear, I don’t think this samurai-ness is a universal attitude in Japan as a whole. Unfortunately,it thrives in the Tokyo/Osaka-based, export-oriented industrial sector which is the primarily beneficiary of the deep depreciation of the yen engineered by PM Abe.

Why don’t out-of-date sixty- and seventy-somethings just retire and let a younger generation take the reins?

For one thing, speaking as a sixty-something myself, it’s hard to go from being king of the world to being just another nameless retiree.

I think, however,that there may also be a deeper, more damaging reason than the ego problems of the people in charge:

One of the first companies I followed as an analyst was a small copier manufacturer/distributor. The firm was in enough financial trouble that it bought breathing room by selling a large chunk of its plant and equipment and leasing it back from a bank. That netted $50 million or so in cash.

Soon afterward, Carl Icahn bought 5%-10% of the company’s stock and threatened to make a hostile bid for the rest. The firm quickly bought back Icahn’s shares for, as I recall, about a 30% premium. I was shocked. I didn’t get it at all.

Only when the firm subsequently went into Chapter 11 did I learn the CEO, a former accountant, had been fiddling with the books for years. That fact was the real leverage Icahn had over his target, whether he knew it or not. The CEO couldn’t let an outsider in, because the accounting shenanigans would be discovered and he would be disgraced.

I don’t know, but I suspect–because I’ve seen the same pattern in numerous smaller firms in Japan that Olympus and Toshiba are only the tip of the iceberg in Tokyo. If I’m correct, Abenomics is even more problematic than I’ve been writing.

A couple of years ago, I wrote a post about the three sets of accounts that a publicly traded company maintains:

–tax books, where the objective is to pay the smallest amount of tax legally possible–in other words, to fool the IRS,

–financial reporting books, where a more liberal view of when and how revenues and expense occur allow a company to put its best foot forward with owners–in other words, to fool shareholders, and

–management control books, also called cost accounting books, which the company uses to actually run its operations.

contribution margin

Contribution margin is a cost accounting concept.

The first thing to note is that despite its name it’s not really a margin–that is, it’s not a percentage.

Instead, it’s the amount by which an activity or a line of business exceeds its own direct costs and makes a contribution to corporate overhead. This isn’t the same as making a standalone profit, meaning after covering total costs.

Take a restaurant that’s now open for lunch and dinner and makes money doing so.

Should it open for breakfast, as well?

In the simplest case, the question is whether the restaurant can generate enough revenue to offset the cost of paying for the food and the staff. If so, it makes a positive contribution margin. If we were to allocate, say, 20% of the restaurant’s total expense for rent, electricity and depreciation of equipment, breakfast might be bleeding red ink. But those costs are there anyway, whether breakfast is or not. As long as the contribution margin is positive, the firm is better off with breakfast than without. (Yes, the actual situation is more complicated …is the wear and tear higher because of breakfast? …does breakfast cannibalize the other meals? But I’m keeping it simple to illustrate a point.)

Another case. Some lines of business may never have been intended to create growing profits, or may no longer be capable of doing so, even if they once were. A manufacturer may make precision components in-house. The component division will typically be run as a cost center, not a profit center. It’s mission will be to provide high quality parts at the lowest price, not to maximize profits. Its managers will be evaluated by their ability to provide output more cheaply than third-party alternatives can. Again, the division may not be profitable after allocation of its share of corporate overhead. Still, it may be very valuable. Its value will be measured by contribution margin, defined as the difference between in-house and third-party component costs.

Why is this important?

It’s a mindset thing. Not every part of a company may be intended to grow. Rising stars may eventually turn into cash cows as businesses evolve. It’s important both for company management and investors to understand the role an activity should be playing in the overall enterprise.

Investment managers subject to SEC regulation (meaning basically everyone other than hedge funds) must file a quarterly report with the agency detailing significant changes in their portfolios. It’s called a 13-f. Today Berkshire Hathaway filed its 13-f for 4Q14. I can’t find it yet on the Edgar website, but there has been plenty of media coverage.

Mr. Buffett has built up his media and industrial holdings, as well as adding to his IBM. The more interesting aspect of the report is that it shows him selling off major energy holdings–ExxonMobil, which he had acquired about two years ago, and ConocoPhillips, which he had been selling for some time. Neither has worked out well.

There’s also a smaller sale of shares in oilfield services firm National Oilwell Varco and a buy of tar sands miner Suncor–both presumably moves made by one of the two prospective heirs working as portfolio managers at the firm (whose portfolios are much smaller than Buffett’s. Buffett has told investors to figure smaller buys and sells are theirs.)

Three observations:

–the Buffett moves would have been exciting–maybe even daring–in 1980. Today, they seem more like changing exhibits in a museum.

–if I were interested in Energy and thought it more likely that oil prices would rise than fall, I’d be selling XOM, too. After all, it’s one of the lowest beta (that is, least sensitive to oil price changes) members of the sector.

But I’d be buying shale oil and tar sands companies that have solid operations and that have been trampled on Wall Street in the rush to the door of the past half-year or so. That doesn’t appear to be Mr. Buffett’s strategy, however. His idea seems to be to cut his losses and shift to areas like Consumer discretionary. (A more aggressive stance would be to increase energy holdings by buying the high beta stocks now, with the intention of paring back later by selling things like XOM as prices begin to rise.) NOTE: I’m not recommending that anyone actually do this stuff. I’m just commenting on what the holdings changes imply about what Mr. Buffett’s strategy must be.

–early in my career, I interviewed for a job (which I didn’t get) with a CIO who was building a research department for a new venture. I was a candidate because I was, at the time, an expert on natural resources. The CIO said the thought there were three key positions any research department must fill: technology, finance and natural resources. All require specialized knowledge. I’d toss healthcare into the ring, as well. I’d also observe that stock performance in these more technical areas is influenced much less by the companies’ financial statements than is the case with standard industrial or consumer names.

Mr. Buffett is an expert on financials–he runs a gigantic insurance company, after all. On tech and resources, not so much, in my opinion. Financials are the second-largest sector in the S&P 500, making up 16% of the total. Tech makes up 19.5%; Energy is 8.3%; Healthcare 14.9%. The latter three total 42.7% of the index. As a portfolio manager, it’s hard enough to beat the index in the first place. Being weak in two-fifths of it makes the task even harder.